With Benefits
by rg0
Summary: The third time they did it, Freddie was, if not entirely comfortable, then at least a little more relaxed. Seddie; lemon. UPDATED 4/20
1. The first time

**Disclaimer:** iCarly was made by Dan Schneider and is owned by Nickelodeon. This story was written for fun and the author makes no claims of ownership of the characters or the setting, only the story itself.

**Warning:** Rated M for mature content including strong language and graphic depictions of sex.

**Author's Note:** R&R, hope you enjoy it. There will be more chapters here but no regular schedule. I'll write chapters as I have time so don't expect regular updates.

#

The first time they did it, Freddie was pretty confused. Not only because his only experience with the other gender up to that point had been strictly confined to late nights sitting in front of his computer screen, mother asleep, door locked, and headphones on with the volume turned all the way down, pumping a tightly clenched fist quickly up and down in his lap, but more importantly because he had been pretty sure that Sam hated him with every last fiber of her being. And, the last time he checked, you didn't just go and have sex with someone you hate.

It was the summer after junior year and Freddie had just finished brushing his teeth and was about to go to bed when his cell phone rang.

"Hello?"

"Hey Fredward."

"Sam? What do you want?"

"Can you come over here?"

"What? It's past 1:00. Why?"

"Can I _not_ just want to see you?"

"…"

"Look, you can either come over here by yourself or I can come over there and make you."

"OK, fine. Whatever." Click.

Freddie pulled on a T-shirt and a pair of jeans, kicked his shoes on and quietly snuck out of his room, being careful to avoid that spot in the hallway with the weak floorboard so he wouldn't wake his mother who was asleep just down the hall. He snatched his keys from the tray by the door and then slid out of the apartment without making so much as a sound.

It was 1:15 when he pulled up to the curb in front of Sam's house. He saw the light in Sam's window on as he was walking up the path, so he didn't bother to ring the doorbell or knock. A few moments after stepping onto the porch, he heard the locks on the door being undone and soon the door was open and he had stepped inside. Sam motioned for him to be quiet as he stepped through the door and kicked off his shoes; tiptoeing, she led him through the house to her room.

He took a few steps into the room so he was standing at the edge of her bed. She followed him in, closing the door behind her and turning the lock.

"So why am I here? It's one o'clock, for Chriss—" Freddie began to say. But he was interrupted before he could finish as Sam stepped forward and brought her mouth crashing onto his in probably the most aggressive kiss Freddie had ever seen. And he wasn't even sure that kisses could be aggressive.

Recovering from the brief shock, he pushed her off, taking a quick step back. "What the hell was that?" he said in a hushed yell.

"Just shut up," Sam said, as if that were an answer, and advancing on him again.

She gave him a quick shove, forcing him onto the bed. Before he could protest again, she had leapt in one lithe movement from the floor onto the bed, straddling her legs across him and holding down his wrists. She leaned her head down and brought her lips up against his again, this kiss just as aggressive as the one before.

Sam's long, blonde hair fell around Freddie's face, filling his nose with her scent. He could feel the heat rising in his face, making his head light and turning his cheeks red, but more importantly he could feel the heat rising in his crotch. He struggled against Sam, trying to prize his hands free and escape before their close proximity revealed his growing erection and changed the situation from horribly awkward to downright life-ruining. Sam had always been the stronger of the two, however, and Freddie could not break free.

Just as Freddie was beginning to see lights, Sam broke off the kiss and raised her head so her face now completely filled his vision. Her mouth was crooked in a smirk and Freddie felt her slide down his stomach and over his belt, coming to a stop just above his crotch. A quick, high-pitched yelp, followed by a low moan escaped Freddie's throat as Sam lowered her hips onto the bulge in his jeans, grinding down in slow circles.

"So you do actually have one," she laughed, her smirk widening into a full grin.

Freddie would have liked to have shot back some retort, some insult, something to save him the indignity; all he could manage, though, was to grunt "Uh…" and weakly nod his head. A part of Freddie was painfully aware of how hard he'd become as Sam continued to grind against him, dying of the embarrassment and screaming to push Sam off and run. But that part had been pushed off to the very corners of his mind now by the waves of sensation washing over him, and another part of Freddie, a part that the boy himself was not aware even existed in him, began to take over.

So when Sam leaned down to bring their lips together once more, instead of lying paralyzed beneath her, he kissed her back, bringing his left hand up to the back of her head, digging his fingers into her hair; his right he brought up to her back, grabbing a fistful of her shirt and pulling her down against his chest. He shuddered as he felt Sam begin running her hands through his hair, down his neck, across his chest, and finally over his crotch; Freddie let out a short cry against Sam's cheek as she firmly closed her hand around his dick through the fabric of his jeans, his hips bucking involuntarily.

When Sam broke off this time, she raised herself up, pulling Freddie up along with her, so he was sitting on the edge of the bed and she was kneeling across his legs. Still grinning that same ear-to-ear smile, Sam brushed her hair back behind her shoulders and reached down for the hem of her shirt; she pulled the shirt off in a quick motion and tossed it aside onto the floor, revealing a bra colored the palest of pinks.

"Well don't start drooling," he heard Sam say. Freddie suddenly became aware that he'd been staring at the curve of her left breast, his mouth hanging open; indeed, a bead of saliva had begun to leak out of the corner of his mouth.

"Right, sorry," he said, his cheeks flaring red. He quickly closed his mouth and swallowed.

Sam sat back on her heels and gestured with two fingers in an up and down motion at him. "Shirt," she said.

"Oh, yeah," he said, nodding quickly a few times. He reached down to the hem of his shirt and pulled it quickly over his head, throwing it onto the floor as well.

"That's better," Sam said softly, leaning forward again and placing her palms around his waist. Freddie felt like electricity was running through his skin as she slid her hands up his sides, across his abs, up his chest, over his nipples, and finally over his shoulders. She leaned back quickly once again, reaching with one hand behind her back and undoing the clasp of her bra with one snap and sliding it off her shoulders and onto the floor, before locking her arms around his neck and moving in to kiss him again. The feeling of Sam's skin against his, her firm nipples poking lightly into his bare chest, made Freddie's head spin as he wrapped his arms around her and ran his hands along her back.

Sam soon broke their lips apart, only, to Freddie's great surprise, to start trailing kisses all across his body. She kissed his neck, sucking slightly on his collarbone; she kissed his shoulder; she kissed his chest; she kissed his nipple, sucking it slightly and circling the tip of her tongue around the now firm pink nub, making Freddie moan again in pleasure; she kissed his stomach, nuzzling his navel lightly with her nose.

When he felt the little pecks of Sam's lips across his flesh stop, Freddie craned his neck forward to meet Sam's face, still fixed in that wide grin. She rubbed her hands across his chest once again before standing up. Propping himself up by his elbows, Freddie watched as Sam slowly undid her jeans, sliding them down her legs to reveal a pair of panties in the same pale pink as her bra. Freddie felt Sam's hands on him again as she knelt down on the floor in front of the bed and began to undo his belt followed shortly by his pants; he helped her slide the pants off his legs, revealing his black boxer-briefs, tenting in the center from the pressure of his cock straining against the fabric.

Sam wrapped a hand around his cock and balls through the fabric of his underwear, briefly massaging them in slow circles. Finally, she slid the boxer-briefs down his legs, the tip of his dick catching against the elastic band as she did and snapping back against his chest.

Reflecting later, Freddie would find that somehow, laying there completely naked on Sam's bed, Sam hovering over him, herself naked all but for her panties, he did not feel the least bit awkward, nor did he feel as though his life had been ruined, nor did he feel an ounce of embarrassment. Somehow, that moment had felt inexplicably right, and somehow rang inexplicably true, despite the complete craziness and utter confusion that had surrounded the rest of that night.

But at that moment, Freddie didn't have the luxury of being able to think straight. Sam crawled up onto the bed beside him, wrapping one arm around his neck and bringing him against her. She kissed him again, running her other hand all across his body. Her hand moved down the entire length of his erection before closing firmly around the center of his shaft; Freddie yelped again as a tremor that probably would have registered a solid 7 on the Richter scale shot through his body. He thought he might come then and there, but managed to pull himself back from the edge, if only just.

"Oh shit," Freddie said, throwing his head back before burying his face in the curve of her neck, as Sam began to pump her hand up and down across his cock. He moaned against her neck and his heart began to race even faster as she quickened her pace.

"Shit, Sam… I'm…" Freddie gasped. Sam released her grasp on him and brought both her hands up to position his face in front of hers. She guided one of Freddie's hands to her breast, making massaging motions; he continued to squeeze her breast when she removed her hand, causing her to moan and squirm against him. He continued like this until Sam's hand returned and began guiding his down her body to the hem of her panties which he helped her slide off.

"Touch me," she breathed, more a command than anything else, guiding Freddie's fingers down to her vagina; Freddie swallowed hard and then complied. She moaned and sighed into his mouth as he rubbed her folds. After a moment, Freddie felt Sam's hand on his again slowly push his forefinger between the folds of skin and inside her. She broke their mouths apart and continued to moan with increasing intensity as she guided his finger around the inside of her vagina. He watched her face contort with pleasure as she moved his finger to massage the flesh surrounding her clit.

Freddie continued to finger her, her breaths growing shorter and more erratic by the second, until she pushed his hand away. After a few breaths, she looked him in the eye, still grinning widely, and said, "I want you inside me," her voice dripping with what Freddie would later mark as pure lust. At the moment, however, Freddie had absolutely no idea what Sam meant until she quickly flipped over on the bed, reaching for her nightstand. Pulling the drawer open, she fumbled around inside and produced a small packet that Freddie initially thought might have been a moist towelette but that he soon realized was actually a condom.

"You know how to put one on?" she said, tossing the little packet in front of him on the bed.

"Uh, yeah, sure," he said back, grabbing it and fumbling to tear it open. He tried to think back to the video they'd shown in health class freshman year as he unrolled the condom onto his hard dick. When he finished, he looked up to see her grinning down on him.

"Good work," she said.

They moved up so they were now properly lying on the bed, Freddie still on his back and Sam on her hands and knees beside him. When they reached the head of the bed, Sam straddled his hips again and positioned the tip of his cock, which was trembling and twitching slightly, at the entrance to her vagina.

The wave of utter ecstasy that washed over him as Sam plunged his dick into her hit Freddie like a ton of bricks. "Oh, God!" he cried as Sam began to move up and down on top of him. The warmth of her and the tightness surrounding his cock nearly drove Freddie mad. He moved both his hands to grasp her hips and began thrusting deeper into her as she rode him harder, faster.

"Oh shit… fuck, shit… unngh! Shit… oh, fuck…" The stream of profanity continued to flow out of Freddie's mouth as he matched Sam's quickening pace, synchronizing his thrusts with hers.

Soon Freddie felt that familiar feeling building within his crotch; this time, however, the feeling was much stronger than anything he'd ever felt before. "Fuck, Sam… I'm gonna come…" he said. But Sam didn't respond, only riding him harder and harder.

Freddie thrust in furiously a few more times before finally feeling himself tip over the edge. "Oh!" he screamed as his orgasm washed over him and he felt the cum pumping out through his dick. Almost simultaneously he felt Sam's walls contract around him and she called out too. The two rode out their orgasms against each other, continuing to thrust and grind until the final shocks of pleasure had passed.

After a moment and a few breaths, Sam climbed off of Freddie as he slid himself out of her. Sam stepped off the bed and walked over to the pile where they had thrown their clothes, picking up her panties and sliding them on

Freddie sat up on the bed and slid the condom off his dick. "Uh…" he began to say.

"Over there," Sam said as she picked up her bra and put it on, pointing over to a wastebasket between her desk and bed.

"Ah," Freddie said, leaning over and tossing the condom in it. He moved over to the edge of the bed and swung his feet onto the floor, sitting up. "Sam…" he said, looking at her back as she bent down again to fish through the pile of clothes.

"You can go now," she said, tossing his underwear over her shoulder and into his face; they were followed shortly by his pants.

"Sam, I want to know what just happened," he said, getting up and stepping into his pants.

"I just needed to blow off some steam," she said matter-of-factly. She tossed his shirt over to him and he put it on.

"Sam, I…" Freddie began, taking a step towards her. But she cut him off.

"You should probably get home before your mom calls the National Guard," she said, walking to her dresser and pulling out a pair of pajamas.

"Yeah, right…" Freddie said, still confused. He started to say something else, still wanting to press the matter, but realized before he did that it would be no use. Instead he simply picked up his socks from the floor, undid the lock on the door, and left.


	2. The second time

**Disclaimer:** iCarly was created by Dan Schneider and is owned by Nickelodeon. This story was written for fun and the author makes no claims of ownership of the characters or the setting, only the story itself.

**Warning:** Rated M for strong language and (rather) graphic depictions of sexual acts.

**Author's Note:** I want to say a big THANK YOU to the six readers who did leave reviews on the last chapter and want to encourage all the rest of the over 400 other people who read the last chapter and didn't leave a review to PLEASE leave one this time. I'm not asking for a certain number of reviews before I write the next chapter or anything like that; chapters will come regardless of how few or how many reviews come in. But I do still LOVE to get them.

I had a lot of fun writing this chapter and I hope you guys have as much fun reading it. I will stress again that there is absolutely no update schedule for this story. I had some free time left in my break so I decided to bang this out. Updates will come as I have time and want to write them.

#

The second time they did it, Freddie was a little more prepared. That was not to say, of course, that he'd figured anything out as to why Sam had suddenly decided she wanted to be fucking him. Aside from that one night, the memories of which seemed so distant and far away, as though they had happened to some other person and Freddie himself had only listened to that person recount the tale as a hunter recounts how his prized moose head trophy came to be hanging above his mantle, yet the images of which were so burned into his mind that he had to close his eyes and shake his head to dislodge them whenever he hazarded to think back, neither Sam's treatment of him nor her attitude towards him had changed in the slightest.

The next day, for example, Freddie had met Sam and Carly at the Groovy Smoothie, as was usual for a summer afternoon. Freddie had to try his hardest to not blush and to not wonder whether Sam was wearing those same bra and panties under her yellow shirt and plaid pants as he sat down at the table; Sam, on the other hand, seemed completely unperturbed by him, greeting him in her usual way, continuing on comfortably her conversation with Carly, and not flinching in the slightest when Freddie joined in.

No, Freddie had not come to any conclusion as to what Sam's motives were at all. It was more that, this time, he wasn't taken totally by surprise.

A month had passed since their first time when it happened. During that interval neither he nor Sam had ever brought up what had happened back then behind closed doors in the small hours of the night, each being more than content to just carry on as though nothing had happened at all. Freddie had just about convinced himself that whatever had happened then had been a one-time event and that he should just stop puzzling over it and just forget it so he could move on with his life.

They had finished filming a few new sketches for use in some later episodes of iCarly. Carly had already disappeared through the studio door and down the stairs to the loft's first floor to pop a bag of popcorn while Sam and Freddie hung back. Freddie had just finished making sure all the videos he'd recorded had been successfully saved on his laptop and was just turning to leave when he felt Sam's hand firmly grasp his shoulder.

She pulled him back against her and whispered "I want you again," into his ear, her breath tickling him and sending a shiver down his spine. She wrapped an arm around his waist, sliding her hand under the edge of his shirt to rub across his skin.

"Sam…" he began to protest; he lost his words, however, as he felt Sam slide her hand down into his pants, and could only gasp as he felt her hand close around his rapidly hardening dick.

"Sam… Sam, no… please… ah…" he moaned, struggling weakly against her as she began to slowly jerk him off. He was thankful for the soundproofed walls of the studio when Sam brought her mouth down to kiss his skin and nibble his neck causing him to call out.

"Sam, stop!" he said, finally mustering enough strength to pull her hand from his pants and push her away. A part of him was glad to be free and wanted that to be that; the brief contact, however, had awakened a hunger somewhere deep within him, a craving he could not ignore. "Not here."

"You have somewhere else in mind?" she asked, putting her hands on her hips.

He thought for a moment. "Yeah," he said. "Wait here, then make up some excuse to Carly and meet me over in my place in a few minutes."

Going downstairs, he told Carly that his mom had called and she needed him to help her with something so he had to go. He then quickly walked across the hall and opened the door to his apartment, leaving it just shy of closed behind him. Luckily, his mother had had to work an extra shift at the hospital that day and wouldn't be home until very late, so he had the apartment all to himself. He took off his shoes and lined them up carefully below the coat rack by the door, then sat down on the arm of the sofa, facing the door, to wait for Sam.

About ten minutes later, the door was slowly pushed open, revealing Sam behind it. Freddie motioned for her to come in; he walked over to the door and closed it silently as she took off her shoes.

"OK, my mom's working tonight, so we should be alone until at least—" he said, beginning to step back into the house. But Sam grabbed him by his shoulder again mid-sentence, pulling him back and shoving him unceremoniously against the wall of the small entry hall. Freddie's shout of "Hey!" was quickly muffled as Sam brought her mouth down on his.

Freddie kissed her back, feeling the hunger rising in the pit of his stomach, opening his mouth and letting her tongue thrust in. He sighed and gripped her hips with his hands as she rubbed the inside of his thigh with her own, the friction sending shivers through his body.

"Ah…" he moaned, holding her closer and grinding his bulge into her thigh. She responded by sucking his lower lip, and thrusting her hips hard into his. Freddie moved one hand through her hair and one onto her back, grabbing fistfuls of hair and shirt as she raised her leg into his crotch, massaging his balls with her knee.

Breathless, Freddie gasped for air when Sam broke off. The lustful grin transfiguring her face brought the memories of his first time that had seemed so far away rushing back to him, the images and sensations crashing into him like truck. Grabbing him forcefully by the arm, she pulled him off the wall and threw him stumbling into the living room.

Freddie only barely had enough time to brace himself against the arm of the sofa before Sam attacked his mouth again. With both hands on the sofa arm he held himself up while Sam pushed down on him, one hand on his shoulder, her mouth on his. Freddie moaned again low and deep in his throat as Sam grasped and squeezed his erection through his pants.

Sam broke them off again and took a few steps back so now her entire body was in Freddie's vision. She flicked her chin upward at him as she grabbed the hem of her shirt.

"Strip," she said, pulling the shirt over her head and tossing it away.

"My room's just over there," Freddie said, taking a step away from the sofa and stealing a glance over his shoulder at the hallway behind him.

"No. Here," she growled. "I want you. Now."

When Freddie turned his head back to look at her, Sam's jeans lay in a pool around her ankles on the floor; she was wearing now nothing more than a cornflower blue bra and matching panties. She stepped out of her jeans and stood still for a moment, giving Freddie a chance to fully regard her.

The last two years had been good to Sam, Freddie certainly had to admit. Her curves had filled out and widened but she hadn't lost her figure, retaining a sense of grace and beauty which most of her peers had lost. As she began to slowly walk towards him, Freddie noticed her breasts, which had only what seemed like a short time ago been nothing more than shallow hills, gently bobbing and swaying with her movement.

Sam was less than an arm's length away when Freddie broke from his reflection. He quickly reached down to hem of his shirt and began to pull it over his head; Sam moved her hands to touch his skin, pushing her palms up his chest as the retreating fabric revealed more. When the shirt was fully off and Freddie had tossed it aside, Sam smiled and rubbed her hands across his chest, squeezing lightly at the barely developed muscles there.

"Perfect," she said, now wrapping her arms around his neck and kissing him again. She pulled Freddie slowly up to standing and he felt her begin to undo his belt. The buckle loose, he felt Sam unbutton his jeans and open the fly, slipping her hand inside to rub his inner thigh and squeeze his leg.

She kissed him once more before breaking them apart. She slowly pushed his pants down his legs, taking his underwear with them, as she crouched to the floor. Freddie looked down to see Sam briefly eye his cock, fully erect and twitching slightly as a thin bead of clear fluid gathered at the tip. Freddie trembled as Sam rose from her crouch, dragging her palms across the skin of his legs as she did and letting her fingernails lightly scratch him. He moaned as Sam's hands moved across his inner thighs, skirting his crotch to wrap around to his ass, squeezing firmly.

Now standing, Sam moved in to kiss Freddie again. She brought their bodies flush against each other and Freddie felt his dick jump as it touched her skin. Moving against him in an undulating wave, Sam sandwiched his cock between the inner surfaces of her leg and his own and began to roll it up and down between their thighs, covering their skin with the clear fluid now freely flowing from Freddie's cock.

"Ungh…" he groaned, briefly throwing his head back in pleasure before lowering it again to let Sam capture his lips. The sensation was unlike any other he had ever experienced before; the smoothness of Sam's skin on side and the roughness of the sparse hair on his own skin on the other, combined with the novel sensation of the motion itself was maddening and only made the hunger within him grow stronger and more wild.

After a moment, Sam removed her leg, replacing it almost immediately with her hand. Freddie sighed as she grasped the center of his shaft and began to slowly stroke him. After a few strokes, Freddie felt Sam begin moving away from the sofa's arm and towards the sofa itself. Their lips still locked, Sam guided Freddie slowly down to the couch, so he was at first sitting, and then laying on it, his head propped up against the armrest and his legs spread wide with his right foot on the cushions, the leg bent and leaning against the backrest, and his left on the floor, the leg almost straight and the toes curling into the pile of the carpet.

Sam leaned into him, propping herself up with her left knee on the couch, her left hand on his chest and her right around his cock. Letting Freddie's mouth go free, Sam leaned back slightly and changed her grip. He let out a high, keening cry as she pinched his nipple and twisted it between her fingers.

"Ah… mm… ooh!" Freddie moaned, his eyes rolling into the back of his head and his body contorting wildly. Sam's expertise with his cock was, simply put, incredible, and she was doing things with it—wild, crazy things that set Freddie's skin on fire, filling him with a level of ecstasy that he couldn't even begin to believe—that either he'd never tried or that had plainly never occurred to him to try. Freddie continued to moan in pleasure, the sounds escaping his mouth quickly becoming louder, higher, and more frequent as he felt himself moving closer to the edge.

"Sam, ah… ungh…. Sam, I'm…" he could barely manage to gasp as she continued to work his dick. "I'm gonna c—ah! Sam… Sam, I'm gonna…" He felt Sam release her grip on him and then twist his nipple again; the slight pain coupled with the removal of Sam's hand allowed Freddie to regain control and pull himself back.

Freddie pulled himself up to a sitting position, and wrapped his right leg around Sam's body and his right arm around her waist, pulling her towards him. He kissed her forcefully and used his left hand to massage her breasts through her bra.

Sam sighed as Freddie continued to touch and squeeze her. After a few moments, she pushed him back slightly, breaking them apart; she then reached behind her back and undid the clasp of her bra which Freddie quickly slid off her shoulders and tossed aside. He pulled her back to him, pressing her naked breasts against his chest, savoring the warmth and smoothness of her skin against his own, kissing her deeply. He moved his hand back to Sam's breasts, running his thumb lightly across her firm nipples and causing her to moan against him.

Sam let Freddie give her a few more quick squeezes before taking his hand in hers and directing it down to her crotch. As she slipped his fingers under the waistband of her panties, Freddie gasped at how wet she was. She had been wet when he touched her their first time, of course, but now her vagina was practically dripping, the short hair around her folds heavily soaked. She moved his hand to massage her crotch a few times before reaching down herself and sliding her panties off; Freddie helped her remove them and toss them aside.

Again Sam moved his hand to begin massaging her folds. This time, though, Freddie needed much less guidance. He used two fingers to rub up and down and in small circles around all sides of her entrance, first on the right, then on the left, then below, and finally above on the fold of skin covering her clit. Sam moaned louder as he did, throwing her head back at first only to bury it in his neck, bringing their bodies right against each other again. Freddie felt as though he could feel Sam's heart beating faster and faster through her chest as she pressed against him; the feeling only made his own heart race faster too.

Sam's hand was against his again as he heard her whisper, "Inside," breathlessly into his ear between moans. Swallowing hard, Freddie slipped his forefinger through the folds of skin and into her vagina. She moaned loudly as he moved his finger around, rubbing her walls softly in small circles.

"Ah… ah! Mm… ooh… oh!" Sam sighed and groaned as Freddie slid a second finger inside her and continued moving them around, sliding them in and out. Reaching down between them she took his hand and moved his thumb up to her clit. He massaged the area around it, making small circles with his thumb while he continued stroking her walls with his fingers.

Freddie felt Sam's body begin to tremble against his and her breaths become increasingly shorter when she finally reached down between them and pulled his hand away.

"You got a condom?" she asked, breathing heavily and sitting back.

"Um…" Freddie thought for a moment. "I think my mom gave me some a little while ago," he said finally. "They should still be in my room."

"Great," she said. "Let's go."

Freddie got up off the couch and led Sam to his room. There he rummaged through a few drawers before finding the desired box buried deep at the back of his sock drawer.

"Aha!" he said, bringing the box out and setting it on his desk. He quickly checked the date on the side of the box. "Still good," he said, reaching inside and drawing out one of the little foil packets. He walked to the edge of his bed where sat down on the crisply folded sheets. Noticing his cock had begun to grow soft, Freddie pumped his fist on it a few times to get up again before tearing the packet open and unrolling the latex sheath onto his dick. He tossed the empty wrapper aside and looked up to see Sam grinning a crooked grin as she looked him quickly up and down.

"Perfect," she said again, advancing on him and placing her hands on his chest. She pushed him back onto the bed and crawled up with him. She swung her legs over him, holding herself over him as she bent down to kiss his lips; her blonde hair pooled around his face while the firm nubs of her nipples just barely grazed the surface of his chest, giving him goose bumps and making him shiver.

"Fuck…" Freddie breathed as Sam lowered herself onto him, guiding his six pulsing inches slowly, bit by bit into her. The sensations of the warmth and the wetness of her vagina completely encompassing his hard cock stole Freddie's breath away and made his head light.

"Ah… oh… Oh, God, fuck… shit, ungh… ah! Oh… oh, my God!" he began to cry as she moved on top of him, riding him up and down. Freddie had never imagined that anything could ever feel this good.

The wild hunger within him taking over, Freddie grabbed Sam's hips and began to thrust into her in time with her rhythm. She moaned deeply in response, throwing her head back and quickening the pace. Every few seconds, Freddie would steal a glance down his chest, little beads of sweat forming there across his skin, some gathering together to form small rivulets that rolled down the faint curvature of the muscles of his chest and abs, now seeing more use than they had in quite a while, to catch a glimpse of his engorged dick pumping in and out, in and out of Sam's cave, making wet, slapping sounds each time he drove into her, burying himself to the base within her folds, before throwing his head back against the bed again, eyes alternately wide open or clenched shut and gasping for breath.

Sam rode him for several more minutes, the bed rocking beneath them and squeaking loudly with each thrust, before Freddie began to feel his release barreling towards him. He looked above him to see Sam, her body covered in a thin sheen of sweat that made her glow, almost shine, in the light, her head thrown back and hair messily matted against her forehead and bare chest, rocking back and forth as she relentlessly pounded his erection.

"Sam… ungh… ah… Fuck, Sam… I think I'm gonn—ah! Fuck… Oh, shit… Sam, I'm gonna come! Ah, ah! Oh, fuck, I'm gonna come!" Freddie cried, his voice rising almost to a squeal. Sam moaned something in response, but Freddie had already lost all capacity to understand anything other than the electricity coursing through his veins, the pounding of his heart, and the primal hunger boiling over inside him.

Freddie kept thrusting as Sam continued to ride him. He was so close it was driving him mad. He thrust harder and harder, deeper and deeper into her, the sounds of their bodies colliding growing louder and louder, until he finally felt her walls contract around his rock-hard cock. That was the last push he needed and Freddie cried out louder than he ever had before in his life as he felt himself fall head first over the edge. His orgasm washed over him in waves that could destroy entire nations, sending powerful tremors all through his body. Not more than a split second later, Sam called out too, her thrusts becoming for a moment more urgent and then growing weaker. Freddie rode out the waves of his orgasm, the cum pumping through his dick, and continued to thrust into her as she continued to grind against him until they both finally collapsed against each other, quivering and gasping for air.

After what seemed like an eternity, Freddie felt Sam stir against him. She sat up and slid off him and onto the floor. Freddie followed suit, sitting up and peeling the used condom off his now soft dick and tossing it into his wastebasket.

"Can I use your shower?" Sam said, running a hand over her forehead and through her hair.

"Yeah, sure," Freddie said. He felt sticky and moist as he got off the bed. "I need one too."

They went out into the living room. Freddie picked up his boxers and slid them on, cringing to himself at the sticky feeling of the mix of condom lube and his own cum on his dick as he did. Freddie walked over to the linen closet and retrieved a fresh set of towels while Sam put her panties back on and gathered the rest of her clothes from the floor.

Sam showered first while Freddie collected his clothes and straightened up the living room; Freddie followed. Freddie let the warm water run over him for a moment as he attempted to collect himself. Scrubbing away the layer of sweat and other bodily fluids that had built up on his skin, a part of Freddie wished that he could also scrub away the memory of this night and of their first time that night a month ago; strangely, though, another part of him hoped that the memories and images of those times, their feelings and sensations, haunting as they were, would not disappear and remain with him. Feeling more confused than ever, Freddie stepped out of the shower, and quickly toweled himself before wrapping the big towel around his waist and throwing a smaller one across his shoulders.

When he entered his room, he was surprised to see Sam still there, dressed now and fiddling with his collection of Galaxy Wars models.

"I thought you left already," he said, standing in the doorway and rubbing the small towel through his still wet hair.

"Yeah," she said back, idly.

Silence. He walked over to his dresser and rummaged through one of the drawers, pulling out a fresh pair of boxers.

"Well do you mind getting out of here for a second," he said, finally. "I want to change."

Sam turned from his models. "Oh, c'mon," she laughed. "It's not like it's anything I have seen before."

Freddie only gave her a stern look and rolled his eyes.

"Alright, alright," she said, putting her hands up and moving out into the hall. "Just a joke."

Sam gone Freddie began getting dressed. "So, Sam," he said, slipping the underwear on under his towel. "I need to know what this all means."

"What all what means?" her voice came back from just outside the door.

"Y'know," he continued, undoing the towel from his waist and pulling the pajama bottoms on. "You… Me… Sex…" Freddie had to force the final word out.

There was no response from the hall.

"Do you like me now or something?" he pressed on. "Is this, like, your way of telling me?" He pulled the shirt over his head.

"What? Ew, no," Sam said quickly.

Dressed now, Freddie stuck his feet into his pair of slippers and walked out into the hall. He found Sam leaning against the wall by his door, one arm crossed over his stomach.

"What then?" he said. He tried to meet her gaze but Sam averted her eyes, staring at the place where the wall met the floor.

"I just…" she began. "I just needed to blow off some steam."

"So I've graduated from punching bag to stress ball now?"

She shrugged.

"Sam," he said, "I don't know if I'm comfortable with just being a toy you turn to when you're feeling stressed."

"Oh, come on, Fredward," she said, crossing her arms across her chest and taking a more aggressive tone. "Don't even try to tell me you weren't enjoying yourself," she said, gesturing with her arm through his door at the bed, the sheets still in disarray. "_Both_ times," she added.

"Oh, well, I…" Freddie said, fighting off the urge to blush. "I mean… well, yeah…"

"Look. This," she gestured between them, "doesn't change anything. You're still an insufferable dork."

"That you're sleeping with," he said, raising one eyebrow and tilitng his head skeptically.

She brushed the statement off. "Out of all the guys out there," she said, "you're the only one who'd be embarrassed enough to keep quiet."

Freddie thought for a moment. "I dunno," he said, a grin starting to spread across his face. "If word gets out your sleeping with a geek, it could be pretty damaging to your reputation. What's in it for me?"

"I won't beat you up."

Freddie cocked an eyebrow.

"I won't beat you up any more than usual?"

"Not a chance," he said, shaking his head.

"How about this," Sam said after a moment of thought. "You let me come to you when I want a little action from time to time, and, in return for keeping quiet about it, I'll let you come to me when you want the same." After a moment she added, "God knows you can't get it on your own."

Freddie rolled his eyes. Insult aside, however, the offer did sound like a good one. And, Freddie had to admit to himself, being with Sam, even if it was a little rough, did feel very good. And maybe this was just his dick talking, but he wasn't exactly eager to give that up.

"Alright," he said, finally. "Deal."


	3. The third time

**Disclaimer:** iCarly was created by Dan Schneider and is owned by Nickelodeon. This story was written for fun and the author makes no claims of ownership of the characters or the setting, only the story itself.

**Warning:** Rated M for strong language and (rather) graphic depictions of sexual acts.

**Author's Note:** Once again, a big THANK YOU everyone who has been reading (the last chapter got 200 hits on the first day!) and a SPECIAL thanks to everyone so far who has left reviews! I know it's been a while since the last update, so without further ado, here's your next chapter. Again, this story has no schedule; I will update it when I have the time.

#

The third time they did it, Freddie was, if not entirely comfortable, then at least a little more relaxed. The whole idea of the situation still seemed entirely absurd to him. Sam had said that she had set up their little arrangement as a way for her to blow off steam, to relieve tension. But if it was just sex Sam wanted, Freddie was pretty sure that there were a million other guys out there, each one, he had to admit, better looking and vastly more experienced than he, that Sam could just as easily have turned to. While she might not have been the best looking or most beautiful girl at Ridgeway, Sam had a certain flair, a certain something that no other girl at school had and that could really get the rest of Ridgeway's male population going, if she worked it right.

Was that the reason, then? Had she turned to him just because she knew she'd be able to overpower him? Had she turned to him just because she knew he wouldn't be strong enough to resist her? Was he really that much of a pushover?

At any other time, the thought might have made him feel a little indignant. He might have felt a little angry that Sam thought she was free to use him as a toy like she was. He might have felt a little embarrassed that, even at 17, he could still be pushed around by a girl. He might have even felt a little disappointed that a friend would do something so manipulative to another friend.

At any other time, Freddie might have felt any or all these things. This time, however, Freddie felt none of these things. Or he did feel them, but they had been pushed aside and calmed as the whole rest of his attitude seemed to relax and his usual anxieties be relieved. He might have even felt a little proud of himself, although he wouldn't recognize it as that.

A few weeks had passed when Sam called him again. It was a Saturday afternoon and she needed help finishing a report and presentation that had been assigned over summer for her marine biology class the next year. Her topic was the Arctic Ocean, and she needed to have a written report along with an oral presentation with visual aids ready by the first week of class. There were only two weeks left in summer, and she hadn't even thought about the thing at all until now.

Such a thing was rather common, Sam needing Freddie to help her wrap up a project she'd neglected until the last minute. Freddie half resented it, as it often wound up he was the one doing the lion's share of the work while Sam lazed around, and, being honest with himself, he wasn't quite sure why he kept agreeing to help her. This time, though, it was perhaps a little more than the obligation of a friend that got him to grudgingly agree to help Sam with her project.

After hanging up the phone, he packed his laptop up in his backpack, and, checking to make sure his mother wasn't anywhere in sight, grabbed a condom from the box in his drawer as he retrieved a fresh pair of socks. Dropping the little foil packet into his backpack, he made a quick exit, shouting a short "Mom, going out, won't be back 'till late, love you, bye!" as he grabbed his keys and sped out the door.

Sam let him in when he pulled up to her curb twenty minutes later.

"So how much have you actually done?" Freddie asked as he proceeded into the kitchen, leaving his shoes at the door.

"Does looking at narwhals on ZapLook count?" Sam asked, following him.

Freddie sighed and rolled his eyes. He put his backpack down on the table and unzipped it. "No," he said, pulling out his laptop and setting it down. He flipped the screen open and powered it up as he took a seat.

"Didn't think so," Sam said, pulling out a chair and sitting across from him.

A couple hours passed—Freddie had honestly lost count, his conception of time having been devoured by a veritable flood of narwhals, walruses, killer whales, and belugas—and they had begun to make some quantifiable progress. Sam had her laptop out now too and she was working across from him. Freddie had set her to finding cool pictures of the various species the report would be about to make the visual aids while he had taken to gathering together enough sources to properly fill out the report itself.

Freddie was just about ready to call his source list good enough and dive into the actual writing when he heard Sam let out a long sigh from across the table.

"I'm bored," she said, torturedly, drawing out the last word in an exasperated tone.

Freddie only ignored her, rolling his eyes behind his screen as he clicked open a new document in his word processor. As he did, however, he felt Sam's foot creep onto his, briefly playing with his toes before sliding up his pant leg to rub against his calf.

"Sam…" he began, shaking the foot away. It returned not a moment later, however, this time rubbing against his inner thigh before settling over his crotch. Freddie felt his dick jump as Sam began to tease it through his jeans with her toes.

"Sam, stop it," he said, quickly batting her foot away with his hand. He looked over the edge of his screen to see her face scrunched up in a small pout. "If you don't want to fail this project," he said, "we have to work."

Sam pushed back from the table and got up from her chair. "But we've already been working the whole day," she said, walking over behind him. She wrapped her arms over his shoulders and leaned against him. "Let's just take a little break," she said, breathing the last words right next to his ear.

The heat of her breath against his ear made Freddie shiver. He wanted to tell her no, that they had to keep working if the wanted to get her project done and wasn't that the reasons he had called him over here in the first place, anyway? But Sam's presence against him and the feeling of her hands now rubbing his chest through his shirt were making it very hard for Freddie to concentrate. So instead, he sighed heavily, removed his hands from his keyboard, and closed the screen on his laptop.

"OK, fine," he said, turning his head to look at her. He caught one glimpse of Sam grinning widely and couldn't help but smile himself as well as Sam brought on hand up his neck and through the back of his hair, pulling him towards her, kissing him heavily.

Continuing to kiss him, Sam pulled Freddie's chair out from the table and maneuvered her way around it so she was in front of him. Straddling him, she brought her hips down on his, grinding her crotch against him. Freddie moaned deeply as he felt his cock quickly hardening from the stimulation, bucking his bulge against her and grabbing hold of her hips.

They broke apart quickly and Sam pulled Freddie shirt off over his head, tossing it onto the floor. She kissed his lips one more time before moving to his neck. Freddie let his head hang back over the chair as Sam kissed below his chin, on his Adam's apple, and on the curve where his neck met his shoulders before sucking lightly on his collarbone.

"Mmm…" he moaned as Sam moved down his chest and kissed his nipple. She circled her tongue around the pink nub, sucking it lightly; Freddie cried out weakly when Sam softly closed her teeth on the nipple before continuing to moan and moving his hands to grab her ass.

After a few more moments, Freddie brought his hand up to the back of her head and raised it up to his, capturing her lips in his, while he slid the other under her shirt to massage her breasts. Sam let out a moan in response and continued to deepen their kisses, briefly breaking them apart to pull off her shirt and undo her bra. As Freddie placed his hands on her now bare breasts, he felt her place her hand on the bulge in his jeans and begin to slowly rub his dick.

Freddie quickly reached down between them to begin undoing his belt but stopped when Sam abruptly broke off. Standing up, she unbuttoned her shorts, letting them fall to the floor and revealing her panties.

"Couch, come on," she said, beginning to walk to the living room.

"Oh, yeah," Freddie said, nodding and a little short on breath. He quickly got up, finished undoing his belt and then his jeans, and stepped out of them to follow Sam to the living room. His hardened cock was tenting beneath his blue and white plaid boxers and swayed side-to-side as he moved.

Sam's couch was an enormous five-seater with velour upholstery sporting a zigzagging, geometric line pattern done up in shades of orange. Freddie tried not to think of how many one-night stands Sam's mom had probably had on these cushions, or how many of the dark spots on it weren't actually spilled coffee as he walked around the back to the front.

Standing face-to-face now, Sam took his hand and pulled him towards her, closing the distance between them. She placed his hand on her waist and guided it down to her butt which Freddie firmly grasped; at the same time, Freddie felt Sam place her other hand on his waist, sliding it below the elastic waistband of his boxers and grabbing his ass in response. Freddie used his other hand to catch Sam's face and bring her lips to his.

After a few kisses, Freddie felt Sam move her hands and slide his boxers off; he stepped out of them and kicked them aside. Freddie gasped when Sam moved her hand to cup his balls and stroke the place just behind his sack with her fingers. He moaned, breaking their kiss and drawing their bodies together, sandwiching his erect dick between their stomachs, as Sam continued to play with his balls.

Sam slowly started to move towards the couch while keeping them locked together as they were. Freddie carefully stepped backwards, throwing his hand out behind him to brace against the back of the couch as Sam lowered him down onto the seats. Soon enough, Freddie was sprawled out across the couch while Sam knelt beside him on the carpet, one of her hands still holding his balls and the other now teasing his nipples.

"Ungh…" Freddie groaned as Sam grasped his throbbing cock at the base and began to slowly stroke him up and down. She kissed his chest and began to suck and lick his nipples again, sending more waves of pleasure through Freddie's body.

"Ah, Sam… I'm gonna…" Freddie moaned as he felt that tingling feeling begin to build up in his crotch. He reached one hand down to hold Sam's still while he propped himself up on his side with the other, catching her lips in his. Sam laced their fingers together as they slowly stood up.

Sam slowly moved them a few steps away from the couch to a cubical footstool in matching velour upholstery upon which she sat, sliding off her panties as she did. Freddie knelt beside her, leaning over her to hold their kiss as she laid back over the stool. Freeing one of his hands, Freddie maneuvered it across Sam's body and began to massage her vagina. Sam moaned deeply in response and brought her hand up to run her fingers through his hair. Freddie smiled and kissed her again; he slid two fingers into her folds, loving the way she shivered as he wiggled them around inside her and the way her breath hitched when he briefly touched her clit with his thumb.

Soon, he felt her begin to move his head down her neck and to her breasts; he licked and sucked on her nipples, eliciting more moans. Sam continued to move his head down her body until he was face-to-face with her entrance. She grabbed his hand by the wrist and pulled his fingers out.

"Lick it," she said, meeting his eyes, her voice commanding. Freddie nodded and repositioned himself so he was kneeling between her spread legs. He took a deep breath before finally lowering his head and extending his tongue.

Freddie had seen videos of guys eating girls out before, of course; quite frankly, though, he'd never paid much attention to exactly what they'd been doing. Now faced with Sam's pussy right in front of him, he didn't have much idea what to do. Sam's hand was at the back of his head the whole time, though, directing him around; she moved his head and he licked and kissed, tasting the strange flavor of the fluids wetting her folds, wherever she stopped.

Sam was moaning loudly and more frequently by the time she moved his head to her clit. He kissed it lightly and then began licking it with the flat of his tongue. Sam rocked beneath him as he more aggressively attacked the small nub. Sam's moans became shorter and higher until she finally let out a keening cry, becoming still beneath him. Breathless, she sat up and brought his mouth to hers, kissing him deeply and heavily.

"Condom?" she said, pulling back.

"One sec," Freddie replied. He caught his breath and quickly went back to the dining room where he fished through his backpack and retrieved one of the condoms he had brought. Stroking his dick as he walked, he returned to the living room and sat down on the edge of the orange couch where he tore open the packet and unrolled the condom onto himself. Sam beckoned him to her so Freddie dropped to his knees on the carpet and shimmied over, taking her hand in his, their fingers lacing, again. When he was between her legs again, Sam slid forward on the footstool and, with her free hand, took hold of Freddie's cock and guided it slowly into her wet cave.

"Ungh… fuck," Freddie groaned as Sam's warmth enveloped him. When he had fully entered, he reached forward to squeeze Sam's breasts, eliciting a moan in response. Moving his hand to her hip, Freddie slowly pulled back before thrusting in again.

"Ah, ah, ah, oh! Mmm… mmm… ah! Ah, ah, mmm… ah! Oh, Freddie…" Sam moaned as he moved, her pitch growing higher each time he entered her.

"Ungh… Sam…" Freddie grunted breathlessly in response. Hearing her say his name, mixed with all the other little sighs and moans escaping her mouth as she lay before him, back arched over the footstool, head hanging back and toes curling into the heavy pile of the carpet, Freddie began to increase the speed and depth of his thrusts. As he did, Sam reached one of her hands over her belly and began to rub her clit, moaning even more loudly as she did.

Sweat was beading on his chest and beginning to run down his forehead and over his face as Freddie kept his pace. He could feel his climax building inside him, threatening to break loose with each thrust; judging from the tension he felt in her body and the sound of her moans, Freddie thought that Sam must be very close too. He enjoyed it best when they both came together, so he tried to hold of coming until Sam was ready too as he continued to push into her.

"Sam… Oh, shit, Sam… I'm gonna come!" Freddie managed to grunt.

"Fuck, Freddie… Mmm…" Sam moaned in response, gripping his arm tightly and beginning to rock forward to meet his thrusts.

Freddie felt Sam tighten around him, finally pushing him past his climax. Freddie grunted and called out Sam's name as his orgasm hit him, making his toes curl and his entire body tingle; he continued to thrust into her as he felt the cum pumping through his cock, Sam moaning loudly and crying out as well. The final shocks of his orgasm over, Freddie collapsed, exhausted and heart pounding, onto Sam, not bothering to pull out and ignoring the sticky feeling of the skin of her belly under his cheek.

Several moments passed and Freddie felt Sam's hand on his back. He raised himself up and pulled out of her, wobbly getting to his feet and falling back onto the couch; Sam sat up on the footstool and wiped her brow.

"We should," Sam began, still a little short on breath, "get back to work."

"Yeah," Freddie agreed. "We should."


End file.
